(b) No Adverse Law; No Injunction. No Applicable Law or Order shall have been
enacted, entered, promulgated or enforced by any Governmental Authority that
prohibits the consummation of all or any part of the transactions contemplated
by this Agreement or the Related Documents, and no Action shall be pending or
threatened by any Governmental Authority or other Person seeking any such Order
or decree or seeking to recover any damages or obtain other relief as a result
of the consummation of such transactions; and

(c) Governmental Approvals. All required notifications and filings with
any Governmental Authority shall have been made and any waiting periods shall
have expired or been terminated.

Section 6.2. Conditions to Obligations of
Buyer. The obligation of Buyer to
complete the transactions contemplated by this Agreement is subject to the
satisfaction or waiver by Buyer at or prior to the Closing of the following
additional conditions:

(a) Representations and Warranties. The representations and warranties of Seller
contained herein (disregarding any materiality or Material Adverse Effect
qualifications or dollar amount thresholds contained therein) shall be true and
correct in all respects as of the Closing Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct on and as of
such earlier date), and except, individually or in the aggregate, as any breach
of any representation or warranty has not had and would not reasonably be
expected to have a Material Adverse Effect.

(b) Covenants; Material Adverse Effect. Seller shall have performed and complied in
all material respects with all covenants, agreements and obligations required
to be performed or complied with on or prior to the Closing Date. As of the Closing Date, there shall have not
occurred and be continuing any event, development or state of circumstances
that individually or in the aggregate could reasonably be expected to result in
a Material Adverse Effect.

(c) Officers Certificate. Buyer shall have received a certificate,
dated as of the Closing Date, duly executed by an authorized officer of Seller,
certifying that:

(i) all of the
conditions set forth in Section 6.2(a) and Section 6.2(b) have
been satisfied;

37

(ii) the
resolutions adopted by the Board of Directors of Seller (or a duly authorized
committee thereof) authorizing the execution, delivery and performance of this
Agreement, as attached to the certificate, were duly adopted at a duly convened
meeting of such board or committee, at which a quorum was present and acting
throughout or by unanimous written consent, remain in full force and effect,
and have not been amended, rescinded or modified, except to the extent attached
thereto; and

(iii) Sellers
officer executing this Agreement, and each of the other documents necessary for
consummation of the transactions contemplated herein, is an incumbent officer,
and the specimen signature on such certificate is a genuine signature.

(d) Certificate of Good Standing. Buyer shall have received a certificate of
good standing in respect of Seller certified by the Secretary of State or other
appropriate official of the State of Delaware, dated as of a date not more than
ten (10) days prior to the Closing Date.

(e) Other Documents. Buyer shall have received the documents and
other agreements and instruments pursuant to Section 6.4(a), and such
other documents, agreements and instruments as it may reasonably request in
connection with the consummation of the transactions contemplated hereby,
including the Mutual Release Agreement.

(f) Closing under BGX Asset Purchase Agreement. The transactions contemplated by the BGX
Asset Purchase Agreement shall have been consummated simultaneously with the
Closing.

(g) Acknowledgement of Assignment of Required
License Agreements. Seller shall
have received an acknowledgement or consent, as applicable, from the Required
Licensors of Sellers right to assign the Required License Agreements to Buyer
and to sublicense the Required License Agreements to BGX.

(h) Insurance.
The Tail Policy shall have been issued and shall be in full force and
effect and Seller shall have paid the premiums therefor in accordance with Section 5.14.

Section 6.3. Conditions to Obligations of
Seller. The obligation of Seller to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction or waiver by Seller at or prior to the Closing of the following
additional conditions:

(a) Representations and Warranties. The representations and warranties of Buyer
contained herein that are qualified by materiality or subject to thresholds
shall be true and correct in all respects, and the representations and
warranties of Buyer contained herein that are not so qualified shall be true
and correct in all material respects, as of the Closing Date, except to the
extent such representations and warranties expressly relate to an earlier date
(in which case such representations and warranties shall be true and correct on
and as of such earlier date).

(b) Covenants.
Buyer shall have performed and complied in all material respects with
all covenants, agreements and obligations required to be performed or complied
with on or prior to the Closing Date.

38

(c) Officers Certificate. Seller shall have received a certificate,
dated as of the Closing Date, duly executed by an authorized representative of
Buyer, certifying that:

(i) all of the
conditions set forth in Section 6.3(a) and Section 6.3(b) have
been satisfied;

(ii) all required
approvals of Buyer authorizing the execution, delivery and performance of this
Agreement have been obtained; and

(iii) Buyers
officer executing this Agreement, and each of the other documents necessary for
consummation of the transactions contemplated herein, is an incumbent officer,
and the specimen signature on such certificate is a genuine signature.

(d) Other Documents. Seller shall have received the documents and
other agreements and instruments pursuant to Section 6.4(b), and such
other documents, agreements and instruments as it may reasonably request in
connection with the consummation of the transactions contemplated hereby.

(b) No Adverse Law; No Injunction. No Applicable Law or Order shall have been
enacted, entered, promulgated or enforced by any Governmental Authority that
prohibits the consummation of all or any part of the transactions contemplated
by this Agreement or the Related Documents, and no Action shall be pending or
threatened by any Governmental Authority or other Person seeking any such Order
or decree or seeking to recover any damages or obtain other relief as a result
of the consummation of such transactions; and

(c) Governmental Approvals. All required notifications and filings with
any Governmental Authority shall have been made and any waiting periods shall
have expired or been terminated.

Section 6.2. Conditions to Obligations of
Buyer. The obligation of Buyer to
complete the transactions contemplated by this Agreement is subject to the
satisfaction or waiver by Buyer at or prior to the Closing of the following
additional conditions:

(a) Representations and Warranties. The representations and warranties of Seller
contained herein (disregarding any materiality or Material Adverse Effect
qualifications or dollar amount thresholds contained therein) shall be true and
correct in all respects as of the Closing Date, except to the extent such
representations and warranties expressly relate to an earlier date (in which
case such representations and warranties shall be true and correct on and as of
such earlier date), and except, individually or in the aggregate, as any breach
of any representation or warranty has not had and would not reasonably be
expected to have a Material Adverse Effect.

(b) Covenants; Material Adverse Effect. Seller shall have performed and complied in
all material respects with all covenants, agreements and obligations required
to be performed or complied with on or prior to the Closing Date. As of the Closing Date, there shall have not
occurred and be continuing any event, development or state of circumstances
that individually or in the aggregate could reasonably be expected to result in
a Material Adverse Effect.

(c) Officers Certificate. Buyer shall have received a certificate,
dated as of the Closing Date, duly executed by an authorized officer of Seller,
certifying that:

(i) all of the
conditions set forth in Section 6.2(a) and Section 6.2(b) have
been satisfied;

37

(ii) the
resolutions adopted by the Board of Directors of Seller (or a duly authorized
committee thereof) authorizing the execution, delivery and performance of this
Agreement, as attached to the certificate, were duly adopted at a duly convened
meeting of such board or committee, at which a quorum was present and acting
throughout or by unanimous written consent, remain in full force and effect,
and have not been amended, rescinded or modified, except to the extent attached
thereto; and

(iii) Sellers
officer executing this Agreement, and each of the other documents necessary for
consummation of the transactions contemplated herein, is an incumbent officer,
and the specimen signature on such certificate is a genuine signature.

(d) Certificate of Good Standing. Buyer shall have received a certificate of
good standing in respect of Seller certified by the Secretary of State or other
appropriate official of the State of Delaware, dated as of a date not more than
ten (10) days prior to the Closing Date.

(e) Other Documents. Buyer shall have received the documents and
other agreements and instruments pursuant to Section 6.4(a), and such
other documents, agreements and instruments as it may reasonably request in
connection with the consummation of the transactions contemplated hereby,
including the Mutual Release Agreement.

(f) Closing under BGX Asset Purchase Agreement. The transactions contemplated by the BGX
Asset Purchase Agreement shall have been consummated simultaneously with the
Closing.

(g) Acknowledgement of Assignment of Required
License Agreements. Seller shall
have received an acknowledgement or consent, as applicable, from the Required
Licensors of Sellers right to assign the Required License Agreements to Buyer
and to sublicense the Required License Agreements to BGX.

(h) Insurance.
The Tail Policy shall have been issued and shall be in full force and
effect and Seller shall have paid the premiums therefor in accordance with Section 5.14.

Section 6.3. Conditions to Obligations of
Seller. The obligation of Seller to
consummate the transactions contemplated by this Agreement is subject to the
satisfaction or waiver by Seller at or prior to the Closing of the following
additional conditions:

(a) Representations and Warranties. The representations and warranties of Buyer
contained herein that are qualified by materiality or subject to thresholds
shall be true and correct in all respects, and the representations and
warranties of Buyer contained herein that are not so qualified shall be true
and correct in all material respects, as of the Closing Date, except to the
extent such representations and warranties expressly relate to an earlier date
(in which case such representations and warranties shall be true and correct on
and as of such earlier date).

(b) Covenants.
Buyer shall have performed and complied in all material respects with
all covenants, agreements and obligations required to be performed or complied
with on or prior to the Closing Date.

38

(c) Officers Certificate. Seller shall have received a certificate,
dated as of the Closing Date, duly executed by an authorized representative of
Buyer, certifying that:

(i) all of the
conditions set forth in Section 6.3(a) and Section 6.3(b) have
been satisfied;

(ii) all required
approvals of Buyer authorizing the execution, delivery and performance of this
Agreement have been obtained; and

(iii) Buyers
officer executing this Agreement, and each of the other documents necessary for
consummation of the transactions contemplated herein, is an incumbent officer,
and the specimen signature on such certificate is a genuine signature.

(d) Other Documents. Seller shall have received the documents and
other agreements and instruments pursuant to Section 6.4(b), and such
other documents, agreements and instruments as it may reasonably request in
connection with the consummation of the transactions contemplated hereby.